LifePoint Hospitals, Inc. Restricted Stock Award Agreement Grant Number _<GRANT_ID>__
Exhibit
10.10
Grant
Number _<GRANT_ID>__
This
Agreement is made and entered into by and between LifePoint Hospitals, Inc. (the
"Corporation") and _<PARTC_NAME> (the "Participant") in connection with a
Restricted Stock Award under the LifePoint Hospitals, Inc. 1998 Long-Term
Incentive Plan (the "Plan") that was made on the __<GRANT_DT>_ (“Date of
Grant”).
The
Participant is an employee of the Corporation or a Subsidiary and has been
granted a Restricted Stock Award that is described herein. In consideration of
the foregoing, the parties have entered into this Agreement to govern the terms
of this Award:
1. Restricted Stock
Award. Subject to the terms and conditions set forth herein, the
Corporation has granted to the Participant a Restricted Stock Award with respect
to _<OPTS_GRANTED>_ shares of Common Stock,
subject to adjustment as provided in Section 3.2 of the Plan. Subject to the
continued employment of the Participant with the Corporation or a Subsidiary,
this Award will become vested and no longer subject to forfeiture with respect
to one-third of the shares covered hereunder on the first anniversary of the
Date of Grant, with respect to two-thirds of the shares on the second
anniversary of the Date of Grant, and will be fully vested on the third
anniversary of the Date of Grant. Notwithstanding the preceding, this Award will
become fully vested upon the death or disability of the Participant, or under
the circumstances described in Section 12 of the Plan upon the Change in Control
of the Corporation. If this Award is not fully vested upon the termination of
Participant’s employment with the Corporation and its Subsidiaries, the unvested
portion of this Award shall be immediately forfeited to the Corporation, unless
such termination is due to death or the disability of the Participant. For
purposes hereof, "disability" shall have the definition described in Section
409A(a)(2)(c) of the Code.
2. Transfer of Award.
Except for transfer by the Participant of his or her rights hereunder upon death
pursuant to a will or by the laws of descent and distribution, this Restricted
Stock Award is not transferable and the Participant may not make any disposition
of the Award or the shares Common Stock described herein, or any interest
herein, prior to the date(s) that such shares become vested in accordance with
Paragraph 1 or the Plan. As used herein, "disposition" means any sale, transfer,
encumbrance, gift, donation, assignment, pledge, hypothecation, or other
disposition, whether similar or dissimilar to those previously enumerated,
whether voluntary or involuntary, and whether during the Participant's lifetime
or upon or after the Participant's death, including, but not limited to, any
disposition by operation of law, by court order, by judicial process, or by
foreclosure, levy, or attachment, except a transfer by will or by the laws of
descent or distribution. Any attempted disposition in violation of this
Paragraph is void.
3. Tax Withholding.
Subject to the requirements of Section 16(b) of the 1934 Act, and pursuant to
Section 14.6 of the Plan, any tax withholding obligation of the Corporation
arising in connection with this Restricted Stock Award, and/or the lapse of
restrictions with respect hereto, shall be satisfied by the retention of shares
of Common Stock subject to this Award that have a then-current Fair Market Value
equal to the amount of taxes that are required to be remitted to the applicable
taxing authorities calculated using the applicable supplemental wage withholding
rate.
4. Status of
Participant. Except as otherwise provided for in the Plan or this
Agreement, the Participant shall be deemed a stockholder of the Corporation with
respect to the Common Stock covered by this Restricted Stock Award and shall be
entitled to receive dividends and exercise voting rights with respect thereto.
In the event the Corporation effects a recapitalization, stock split, stock
dividend or other event described in Section 3.2 of the Plan, the shares of
Common Stock received by the Participant with respect to this Award (or any
shares of stock issued in substitution thereof) shall be subject to identical
restrictions and shall be subject to the terms of this Agreement and the Plan.
The Corporation is not required to issue shares of Common Stock under this
Restricted Stock Award until all applicable requirements of law have been
complied with and such shares shall have been duly listed on any securities
exchange or market system on which the Common Stock may then be listed or
traded. Until the time that the Restricted Stock covered hereby becomes vested
or transferable pursuant to the terms of this Award, the Corporation may hold
the shares in book entry form or otherwise delay the delivery of the Common
Stock covered hereby.
5. No Effect on Capital
Structure. This Restricted Stock Award shall not affect the right of the
Corporation or any Subsidiary to reclassify, recapitalize or otherwise change
its capital or debt structure or to merge, consolidate, convey any or all of its
assets, dissolve, liquidate, windup, or otherwise reorganize.
6. Committee Authority.
The full discretionary authority delegated to the Committee under the terms of
the Plan, including Section 4, includes the authority to: (i) determine any
question concerning the interpretation of this Agreement, (ii) make any required
adjustments to this Restricted Stock Award, and (iii) determine if the
conditions stated in the Plan and Agreement have occurred with respect hereto.
Any question concerning the interpretation of this Agreement, any adjustments
required to be made under the Plan and any controversy that may arise under the
Plan or this Agreement shall be determined by the Committee in its sole
discretion. Such decisions by the Committee shall be final and binding on
all persons.
7. Plan Controls. The
terms of this Agreement are governed by the terms of the Plan, as it exists on
the date of this Agreement and as the Plan is amended from time to time. A copy
of the Plan and all amendments thereto has been previously provided to the
Participant, and is made a part hereof as if fully set forth herein. In the
event of any conflict between the provisions of the Agreement and the provisions
of the Plan, the terms of the Plan shall control, except as expressly stated
otherwise. For purposes of this Agreement, the defined terms in the Plan shall
have the same meaning in this Agreement, except where the context otherwise
requires. The term "Section" generally refers to provisions within the Plan. The
term "Paragraph" generally refers to a provision of this Agreement.
8. Notice. Any notice
hereunder by the Participant shall be given to the Corporation in writing and
such notice shall be deemed duly given only upon receipt thereof at the
Corporation’s office at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxx 00000, or at such other address as the Corporation may designate
by notice to the Participant. Any notice hereunder by the Corporation shall be
given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file
with the Corporation.
9. Information
Confidential. As partial consideration for the grant of this Award, the
Participant agrees that he or she will keep confidential all information and
knowledge that the Participant has relating to the manner and amount of his or
her participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Participant's
spouse, tax and financial advisors, or to a financial institution to the extent
that such information is necessary to secure a loan.
10. Amendment. The
Corporation, acting through the Committee or through the Board, may amend this
Agreement at any time for any purpose determined by the Corporation in its sole
discretion that is consistent with the Plan. All amendments and waivers must be
in writing. The Corporation may not amend this Agreement, however, without the
Participant’s express agreement to any amendment that would adversely affect the
material rights of the Participant hereunder.
11. Governing Law. Except
as is otherwise provided in the Plan, where applicable, the provisions of this
Agreement shall be governed by the internal laws of the State of
Delaware.
In Witness
Whereof, the Corporation has adopted this instrument as the Agreement to
govern the terms of the Award described herein. The Participant acknowledges and
consents to the terms of this Agreement by accepting the grant of this Award
and/or by signifying acceptance electronically through the administrative system
adopted by the Corporation.
